Exhibit 10.1
Exclusivity Termination
Agreement
This Termination
Agreement (this “Agreement”) is entered into effective
as of April 6, 2005, by and between RealSelect, Inc.
(“RealSelect”) and its parent Homestore, Inc. (together
referred to as “Homestore”), and REALTORS
Ò
Information Network, Inc.
(“RIN”) and its parent the National Association of
REALTORS Ò
(together referred to as
“NAR”). Capitalized terms used but not defined in this
Agreement shall have the meanings as set forth in the
November 26, 1996 Operating Agreement between RIN and
RealSelect, which has been amended from time to time (as amended,
the “Operating Agreement”).
WHEREAS, pursuant
to Sections 3.2 of the Operating Agreement and Article IV
of the November 26, 1996 Joint Ownership Agreement between NAR and
Homestore, Homestore and NAR are bound to certain exclusivity
obligations with respect to the Electronic Display of Real Property
Ads and the RPA Business;
WHEREAS, the
parties desire to terminate such exclusivity obligations with the
respect to Foreign Property Listings and Commercial Property
Listings (as defined below) upon the terms and conditions set forth
herein;
WHEREAS, the
parties entered into that certain Amended and Restated Agreement
Regarding International Activities dated October 31, 2001 (the
“International Agreement”);
WHEREAS, the
parties desire to terminate the International Agreement upon the
terms and conditions set forth herein;
WHEREAS, NAR and
the International Consortium of Real Estate Associations (the
“Consortium”) desire to participate together in the
aggregation and display of Foreign Property Listings, which may
also include Commercial Listings; and
WHEREAS, Homestore
has requested and NAR has agreed to provide reasonable marketing
support to assist Homestore in the promotion of a new alternative
way for REALTORS® to pay for advertising on REALTOR.com known
as pay-for-performance.
NOW, THEREFORE,
for valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. Release
of Exclusivity Obligations . Subject to Section 2 below,
Homestore and NAR hereby release each other from any and all
Exclusivity Obligations (as defined below) regarding the
aggregation, display, distribution (on the Internet or otherwise),
exploitation and/or other activities of Foreign Property Listings
and Commercial Property Listings. Accordingly, subject to
Section 2 below, Homestore and NAR may engage, directly or
indirectly, in any business or activity related to Foreign Property
Listings or Commercial Property Listings. Such business or activity
may be independent from the
